Courtney C. Spencer
About Courtney C. Spencer
Courtney C. Spencer, age 56, is Chief Experience Officer of Live Oak Bancshares (since 2022), after serving as Chief Administrative Officer (2019–2022) and Head of Human Resources (2016–2018). She has 25+ years in financial services and HR, with prior roles at Square 1 Bank (Pacific Western Bank) and finance/control positions at Wachovia Bank & Trust Co. and Wells Fargo & Company . Company performance during her tenure includes FY 2024 net income of $77.5M (up 4.8% YoY), deposits up 14.5% to $11.76B, loans up 17.3% to $10.58B, and diluted EPS of $1.69 (vs. $1.64) . Pay-versus-performance data show five-year TSR and book value trends (see table below) .
Selected company performance (FY 2024)
- Total assets $12.94B; Loans & leases $10.58B (+17.3% YoY); Deposits $11.76B (+14.5% YoY); Net income $77.5M (+4.8% YoY); NIM 3.27% (vs. 3.35% in 2023); Diluted EPS $1.69 (vs. $1.64) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Oak Bancshares/Live Oak Bank | Chief Experience Officer | 2022–present | Executive leadership over customer/employee experience (not further detailed) |
| Live Oak Bancshares/Live Oak Bank | Chief Administrative Officer | 2019–2022 | Enterprise administration/operations leadership (not further detailed) |
| Live Oak Bancshares/Live Oak Bank | Head of Human Resources | 2016–2018 | HR leadership during growth phase (not further detailed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Square 1 Bank (Pacific Western Bank) | Human Resources Strategic Business Partner; VP of Budget & Management Reporting | Not disclosed | HR-business partnering and financial reporting leadership |
| Wachovia Bank & Trust Co.; Wells Fargo & Company | Finance and control positions | Not disclosed | Finance/control roles in large-bank environment |
Fixed Compensation
Spencer is not a named executive officer (NEO) and her individual base salary/bonus are not disclosed. Company program features: base salaries reflect role scope and contributions; for 2024, the committee awarded discretionary bonuses of ~6–8% of base salary to NEOs (excluding the CEO), based on subjective assessment of company performance; the CEO’s compensation remains largely unchanged due to substantial stock ownership .
Performance Compensation
| Component | Metric Basis | Weighting | Targets | Payout Determination | Vesting |
|---|---|---|---|---|---|
| Discretionary cash bonus (executives) | Overall company and individual performance (subjective) | Not disclosed | Not set (subjective review) | Committee decision; NEOs received ~6–8% of base for 2024 | Not applicable |
| RSUs under 2015 Omnibus Stock Incentive Plan | Time-vested RSUs; one share per unit | Not disclosed | Not applicable | Grants at committee discretion; vesting pro rata over five years | 20% per year over 5 years; unvested RSUs fully vest if terminated within 12 months after a Corporate Transaction for reasons other than Cause |
Notes:
- Company has not granted stock options since 2016; awards currently focus on RSUs (time-based) rather than PSUs with explicit financial targets .
- RSU award forms and vesting schedules are executed by the Company (Spencer signs as CXO on standard RSU agreement exhibits) and specify 20% annual vest over 5 years and change-in-control acceleration features .
Equity Ownership & Alignment
| Item | Policy | Spencer Status |
|---|---|---|
| Hedging of Company stock | Prohibited for all employees/directors (no puts/calls/derivatives, except receipt/exercise of employee options) | Not individually disclosed |
| Pledging | Allowed subject to quarterly Audit Committee reporting and lender collateral minimums; committee reviewed risks and chose not to impose additional restrictions; lenders require collateral ≥2x credit | Not individually disclosed |
| Stock ownership guidelines | None adopted; board believes interests are aligned through existing holdings, periodically analyzed | Not individually disclosed |
| Beneficial ownership | Proxy discloses directors/NEOs; all directors/executives as a group hold 10,619,634 shares (23.4%) | Not individually disclosed |
Additional alignment factor:
- RSU tax-withholding policy letter provides Section 16 officers the option to withhold at the max federal rate (37%) upon vesting—aimed at reducing unexpected tax bills and potentially lowering post-vest sale pressure; letter is issued/signed by Spencer as CXO .
Employment Terms
| Term | Company Policy/Practice | Spencer-specific terms |
|---|---|---|
| Employment agreement | None for executive officers; executives serve at board’s discretion | Not separately disclosed |
| Severance | Negotiated case-by-case if/when applicable | Not disclosed |
| Change in control (Corporate Transaction) | Unvested time-based RSUs fully vest if employment terminates within 12 months after a Corporate Transaction for reasons other than Cause; unvested stock options also fully vest; 12 months to exercise options | RSU form exhibits include these terms |
| Clawback | SEC Rule 10D-compliant clawback policy adopted; applies to incentive comp received on/after Oct 2, 2023 | Not individually disclosed |
| Non-compete / non-solicit / garden leave | Not disclosed in proxy | Not disclosed |
Performance & Track Record
Company performance and shareholder signals relevant to Spencer’s tenure:
- 2024 business/financial highlights: loans +17.3%, deposits +14.5%, net income $77.5M (+4.8% YoY), EPS $1.69; NIM 3.27% (vs 3.35%) .
- 2024 Say-on-Pay approval: ~76.45%, with committee maintaining program structure given shareholder support .
Pay vs Performance (Company)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 251 | 463 | 161 | 243 | 212 |
| Net Income ($ thousands) | 59,543 | 166,995 | 176,208 | 73,898 | 77,474 |
| Book Value per Share ($) | 13.38 | 16.39 | 18.41 | 20.23 | 22.12 |
Equity Ownership & Vesting Schedules
| Equity Instrument | Grant/Plan | Vesting | Change in Control Treatment |
|---|---|---|---|
| RSU | 2015 Omnibus Stock Incentive Plan | 20% annually over 5 years (time-based) | Unvested RSUs fully vest if terminated within 12 months following a Corporate Transaction for any reason other than Cause |
| Stock options | No new grants since 2016; legacy options outstanding only for specific NEOs | As granted; legacy schedules apply | Unvested options fully vest with same termination/CIC window; 12 months to exercise |
Employment Terms (Definitions)
- “Cause” includes bad-faith acts, dishonesty/material breach, regulatory removal/prohibition, insurance exclusion, crimes involving dishonesty/trust/harm .
- “Corporate Transaction” includes merger where Company not surviving, sale of substantially all assets, liquidation/dissolution, reverse merger with change in voting control, or acquisition of >50% voting power by a person/group .
Investment Implications
- Alignment: RSUs are time-vested, with no disclosed performance-based PSUs—reduces explicit pay-for-performance linkage at the individual level; however, clawback and prohibition on hedging enhance governance .
- Selling pressure: Standard RSU vesting can create periodic sell pressure to cover taxes; Spencer’s RSU tax-withholding letter (max federal rate) may reduce forced sales among Section 16 officers by satisfying taxes via share withholding .
- Retention: Five-year RSU vest schedules support multi-year retention; CIC acceleration (double-trigger via termination within 12 months after transaction) may increase change-of-control costs but is standard for protecting employees during transitions .
- Ownership/pledging: No formal ownership guidelines and permitted pledging (with oversight) are governance gaps; no individual pledging disclosure for Spencer, but board has reviewed pledging risks and imposes reporting and collateral minimums .
- Disclosure limits: Spencer is not an NEO; absence of individual salary/bonus/equity amounts limits precision of pay-for-performance evaluation. Company-level say-on-pay support (76.45%) and improving book value trend suggest investors broadly accept current frameworks .